Business Acquisition (Tables)

9 Months Ended

May 26, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Purchase Price

The purchase price was as follows:

Cash	$	225,000
Additional payment for net working capital adjustment (1)	17,246
Fair value of Earnout	20,800
	$	263,046

(1)Includes $14.4 million paid at closing and $2.8 million paid in the second quarter of 2023 upon completion of the review of the working capital assets acquired and liabilities assumed.

Summary of Assets Acquired and Liabilities Assumed at the Acquisition Date

The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed and was as follows:

Cash and cash equivalents	$	29,174
Accounts receivable	26,685
Inventories	10,890
Other current assets	6,536
Property and equipment	7,292
Operating lease right-of-use assets	9,216
Intangible assets	123,700
Goodwill	125,929
Other noncurrent assets	11,661
Accounts payable and accrued expenses	(32,656)
Other current liabilities	(36,723)
Noncurrent operating lease liabilities	(7,067)
Other noncurrent liabilities	(11,591)
Total net assets acquired	$	263,046

Summary of Intangible Assets

The fair values and useful lives of identifiable intangible assets were as follows:

	Amount		Estimated useful life (in years)
Technology	$	82,000	5
Customer relationships	27,800		8
Trademarks/trade names	10,000		9
In-process research and development	3,900		N/A
	$	123,700

Summary of Unaudited Pro Forma Information

The following unaudited pro forma financial information for the three and nine months ended May 27, 2022 combines the historical results of operations of SGH for the three and nine months ended May 27, 2022 and the historical results of operations of Stratus Technologies for the three and nine months ended February 27, 2022:

	Three Months Ended		Nine Months Ended
	May 27, 2022		May 27, 2022
Net sales	$	503,217	$	1,500,383
Net income attributable to SGH	22,657		29,136
Earnings per share:
Basic	$	0.45	$	0.59
Diluted	$	0.41	$	0.52